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AGREEMEN T One Ba p l'mt Ortirt· Box H;n n Id.•h" <<:17:1:1 :OK :11<:1-71100 Jf'EST()NE BAN CORP AGREEMENT, made this 20thday of December , 1995, between the CITY OF MOSCOW, IDAHO, herein referred to as the "City", and WEST ONE BANK, IDAHO, herein referred to as the "Financial Advisor." WITNES SETH: WHEREAS, the City is contemplating improvements to the City's roads and streets, which improvements may result in the issuance of general obligation bonds in the sum of up to $2,000,000, more or less. WHEREAS, the City deems it to be in its best interest to employ the service of a qualified Financial Advisor to advise on financial matters of importance to the proposed project, including preparation of supporting data, and to assist in the marketing of bonds arising from the project at the lowest practicable interest rate and benefit to the City. NOW THEREFORE, the parties agree: FIRS T: Financial Advisor shall provide the City with financial advisory services for the analysis of system cost factors and issuance of general obligation bonds for the purpose of improving the City's roads and streets: A Prepare financial information and schedules necessary to acquaint the City with the feasibility of the various forms of financing available by state law to the project including interest rate, marketing factors and tax rate. B. To be available to the City, its consulting engineer(s) and other agents, for consultation and conference at times and places mutually agreed upon throughout the Bond proceedings. C. Advise the City on the timing of a bond sale including financial or accounting factors of importance to the proper marketing of bonds such as the need for special audits, the bond maturity schedule adjustments, early call features, registration provisions, paying agency and trusteeship detail, interest rate limitations, bond delivery procedures, prudent investment of bond monies, and similar technical matters. 95-87 ---PAGE BREAK--- . , D. Financial Advisor shall work with a nationally recognized credit rating service or municipal bond insurance provider to secure the lowest possible cost structure, if such credit enhancement is beneficial to the City in the sale of the Bonds. E. In the event of a public bond sale, the Financial Advisor shall prepare an Official Statement or bond sale document under the City1s direction to be distributed nationally to a comprehensive list of prospective bond underwriters, banks and institutions. Said Official Statement will contain, among other things, the economic and financial background and resources of the City, and such other engineering, legal and statistical matters as experience has shown to be desirable in securing the broadest bidding interest among underwriting syndicates. F. In preparation for the bond sale, the Financial Advisor will consult with the City concerning market conditions, advertising in financial journals and information to prospective bidders, investment rating services and similar measures designed to stimulate and broaden interest in the bonds to be sold. G. Provide, for public bond sale proceedings, a qualified representative at the bond sale to aid the City in the computation of the bid or bids and the competitiveness of the best bid. H. Supervise the printing and delivery of bonds to the successful bidder and aid the City in the proper employment of bond proceeds. SECOND: The City1s obligation shall include the following: A. To cooperate with Financial Advisor in the proper development of the project and provide all pertinent information needed to support a successful bond offering on behalf of the City. B. The City will employ a nationally recognized firm of bond attorneys and utilize the services of the City1s attorney. C. The City will pay for all costs of legal advice, printed matter (including the Official Statement), advertising, engineering, bond rating, bond printing, required audits and other professional services incurred by the City to expedite the project. D. Upon sale and delivery of bonds in an amount of up to $2,000,000 more or less, arising from the project, pay the Financial Advisor a sum not to exceed $7,000 for a single bond issue. ---PAGE BREAK--- E. In the event no bonds are issued the City shall owe the Financial Advisor nothing for its services. THIRD: From the fee so paid to the Financial Advisor pursuant to paragraph "SECOND-D," the Financial Advisor will pay for its own costs of travel, communications, financial feasibility studies, secretarial time, and overhead expense. FOURTH: It is expressly understood the Financial Advisor's services do not cover any matter constituting the practice of law. FIFTH: This agreement shall be binding upon the successors and assigns of the parties hereto. SIXTH: This Agreement may be terminated by either party by 30 days written notice to the other. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Byle.£ Clerk CI1Y OF MOSCOW, IDAHO By Y r Mayor, City of Moscow WEST ONE BANK, IDAHO By Vice President Public Finance